Appeal
from United States District Court for the Western District of
Missouri - Jefferson City

Before
LOKEN, BEAM, and BENTON, Circuit Judges.

LOKEN,
Circuit Judge.

A
foreign corporation doing business in Missouri, International
Environmental Management (IEM) must designate a registered
agent for service of process by filing a certificate of
authority with the Missouri Secretary of State. See
Mo. Rev. Stat. §§ 351.586, 351.592(1), 351.594(1).
At the end of 2007, IEM changed registered agents, hiring CT
Corporation Systems (CT) and terminating United Corporate
Services (UCS). However, a change of registered agent form
was not filed in the Secretary of State's
"active" file for IEM. In 2009, a state court
process server delivered a summons and petition against IEM
to UCS as registered agent. IEM defaulted, and the state
court entered a default judgment and awarded plaintiffs more
than $9, 700, 000 in damages. The Missouri Court of Appeals
affirmed the denial of IEM's motion for relief from that
judgment. Sieg v. Int'l Envtl. Mgmt., Inc., 375
S.W.3d 145 (Mo. App. 2012). IEM paid the default judgment and
then commenced this action against UCS and CT, asserting
breach of fiduciary duty, contract, and negligence claims.
Defendants removed the action to the Western District of
Missouri, invoking the court's diversity jurisdiction.

Both
defendants moved to dismiss for failure to state a claim. The
district court granted UCS's motion, dismissing all
claims against it, but denied CT's motion. Two years
later, after extensive discovery and motion practice, IEM and
CT settled. The district court denied IEM's motion for
reconsideration of the order dismissing claims against UCS
and entered final judgment. IEM appeals the initial Rule
12(b)(6) dismissal and the denial of its motion to
reconsider. Assuming the truth of fact allegations in
IEM's Complaint, and reviewing the grant of a motion to
dismiss de novo, we reverse dismissal of IEM's
fiduciary duty claim and otherwise affirm. See
OmegaGenesis Corp. v. Mayo Found. for Med. Educ. &
Research, 851 F.3d 800, 802 (8th Cir. 2017) (standard of
review).

I.
Background.

IEM is
a Georgia corporation providing recycling and waste-reduction
services for shopping malls throughout the country, including
the Columbia Mall in Boone County, Missouri. In June 2006,
IEM contracted with UCS, a New York corporation, to provide
registered agent services in Missouri and four other States.
A certificate of authority identifying UCS as IEM's
registered agent was filed with the Missouri Secretary of
State. In late 2007, IEM contracted with CT, a New York and
Delaware corporation, to serve as its new registered agent in
Missouri and elsewhere. On November 5, 2007, CT filed a
"Change of Registered Agent" form with the Missouri
Secretary of State in File No. 217, an inactive IEM file, but
not in File No. 488, the active IEM file. In December 2007,
IEM advised UCS it was no longer IEM's registered agent
in Missouri and elsewhere. UCS filed documents in other
States reflecting this change but filed no notice with the
Missouri Secretary of State. Consequently, the Missouri
Secretary of State's website continued to list UCS as
IEM's registered agent.

Ricky
Sieg was injured when he received an electric shock from a
trash compactor at the Columbia Mall and commenced a
negligence action against IEM in 2009. A process server
delivered the summons and petition in the Siegs' lawsuit
to the UCS office. UCS accepted service. IEM alleges that UCS
failed to deliver the service documents to IEM.[1] Lacking notice of
the lawsuit, IEM defaulted. IEM alleges that it had no notice
of the lawsuit until April 2011, when the Siegs' counsel
contacted IEM regarding garnishment proceedings to collect
the default judgment.

In its
motion to dismiss, UCS argued that its contractual and
fiduciary duties to IEM ceased when IEM terminated UCS as its
agent; that IEM, the foreign corporation, had the duty to
notify the Missouri Secretary of State of the change of
registered agent; and UCS owed no post-termination fiduciary
or contractual duty to IEM. The district court agreed and
granted the motion to dismiss, explaining:

[T]here was never any agreement between the parties for UCS
to provide any post-termination services. . . . [A]ny
fiduciary duties ended when plaintiff terminated UCS's
services. Both Missouri caselaw and Missouri statutes state
that it was IEM's responsibility to notify third parties
and file the change of registered agent forms. . . . UCS owed
no fiduciary or contractual duties to IEM after its services
were terminated in December 2007.

On the
eve of settlement with CT, IEM timely moved for
reconsideration of the order dismissing its claims against
UCS, arguing that deposition admissions by UCS's chief
executive officer "show that after termination of its
agency, UCS continued to act as IEM's agent and accepted
service on IEM's behalf at its office and then failed to
transmit that process." The district court denied
reconsideration, concluding that "the duties and rules
for changing registered agents are already established by
statute and Missouri caselaw and it is clear that the duty to
inform third parties of any changes rests with the principal
and not with the former agent."

In its
reply brief supporting the motion to reconsider, IEM for the
first time asserted claims against UCS for bailment and
conversion, but it never moved to amend its Complaint to add
these claims. The court concluded that IEM's pleadings
fail to state a claim for bailment or conversion, denied the
motion for reconsideration, and entered final judgment
granting IEM's and CT's stipulation of dismissal with
prejudice and dismissing the claims against UCS. This appeal
followed.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;II.
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